ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PJSC "AEROFLOT" Moscow June 26, 2017 VOTING PROCEDURE

Transcription

1 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PJSC "AEROFLOT" Moscow June 6, 017 RECOMMENDED by the Board of Directors of PJSC Aeroflot Minutes No.15 dated May 5, 017 VOTING PROCEDURE No. Agenda Item Resolution Wording Passing Conditions Type of voting form Voting Form No Approval of daily schedule, voting To approve daily schedule, voting procedure and procedure and members of working members of working bodies of the annual general bodies of the annual general meeting of meeting of shareholders of 1 shareholders of. Approval of the annual report of for Approval of the annual accounting (financial) statements of for Approval of distribution of profits of PJSC "Aeroflot" according to results of 016 fiscal year To approve the annual report of for 016 To approve the annual accounting (financial) statements of according to results of 016 fiscal year To approve distribution of profit of PJSC "Aeroflot" according to the results of 016 fiscal year (as well as retained net profit of the previous period) in accordance with recommendations of

2 5. On the amount of dividends, terms and form of their payment based on the results of 016, and establishment of the date for which persons entitled to receive dividends are determined 6. On approval of the Regulations on Remuneration and Compensation Payable to Members of the Board of Directors of 7. On payment of remuneration to members of the Board of Directors of the Board of Directors of, including: - to pay dividends for RUB 19,413, thousand; - to pay remuneration to members of the Audit Commission - RUB 3, thousand; - to finance capital investments from profits of 016, repayment of the loss of for 015, remuneration of employees of PJSC "Aeroflot" according to the results of 016, as well as replenishment of the Targeted Programs Fund and contingencies - RUB 19,86, thousand. 1. To pay dividends on shares of according to the results of 016 fiscal year in the amount of RUB 17,4795 per share in monetary form, in total amount RUB 19,413,018.00, till August 18, 017, in the manner provided for by the current legislation of the Russian Federation.. To establish July 14, 017 as the date on which persons entitled to receive dividends on shares of are determined. To approve the Regulations on Remuneration and Compensation Payable to Members of the Board of Directors of PJSC Aeroflot 1. To pay a fixed part of remuneration to members of the Board of Directors of for the period from to as follows: 1. Alekseev M.Yu. RUB 3,107,368. Androsov K.G. RUB 5,10,56 3. Kamenskoy I.A. RUB 4,547, Manasov M.D. RUB 4,3, Pakhomov R.V. RUB 6,75,368

3 6. Peskov D.N. RUB 4,3, Saveliev V.G. RUB 0 8. Saprykin D.P. RUB 0 9. Sidorov V.V. RUB 6,63, Slyusar Yu.B. RUB 3,107, Chemezov S.V. RUB 947,368. To approve the size of remuneration fund of members of the Board of Directors of PJSC "Aeroflot" under the long-term incentive program for the period from to in the amount of RUB 4 million, of which:.1. RUB 3.1 million (50%) to reserve and to postpone payment till the end of the long-term incentive program;.. RUB 3.1 million (50%) to pay to members of the Board of Directors of as follows: 1. Alekseev M.Yu. RUB,574,70. Androsov K.G. RUB 4,316, Kamenskoy I.A. RUB 3,767,0 4. Manasov M.D. RUB 3,506,60 5. Pakhomov R.V. RUB 5,593, Peskov D.N. RUB 3,506,60 7. Saveliev V.G. RUB 0 8. Saprykin D.P. RUB 0 9. Sidorov V.V. RUB 5,494, Slyusar Yu.B. RUB,574, Chemezov S.V. RUB 784, To pay a fixed part of remuneration to members of the Board of Directors of for the period from to as follows: 1. Alekseev M.Yu. RUB 6,750,000. Androsov K.G. RUB 9,900, Germanovich A.A. RUB 8,550,000

4 8. On payment of remuneration to members of the Audit Commission of. 9. Election of the Board of Directors of 4. Kamenskoy I.A. RUB 10,350, Pakhomov R.V. RUB 10,350, Peskov D.N. RUB 6,750, Saveliev V.G. RUB 0 8. Saprykin D.P. RUB 0 9. Sidorov V.V. RUB 10,350, Slyusar Yu.B. RUB 4,500, Chemezov S.V. RUB 1,800,000 The mentioned maximum amounts of fixed remuneration for this period may be decreased with due consideration of actual personal participation in the Board of Directors meetings and the Board of Directors Committees in June 017. To pay remuneration to members of the Audit Commission of as follows: 1. Belikov I.V. RUB 1,31,761. Mikhina M.V. RUB 1,031, Nikitina E.S. RUB 1,031, Ubugunov S.I. RUB 0 5. Shipilov V.P. RUB 0 To elect eleven members of the Board of Directors of from among the following candidates: 1. Androsov K.G.. Voevodin M.V. 3. Germanovich A.A. 4. Kamenskoy I.A. 5. Lars Erik Anders Bergström 6. Nazarov A.N. 7. Pakhomov R.V. 8. Peskov D.N. 9. Poluboyarinov M.I. 10. Potapov V.M. 11. Saveliev V.G. The largest number of votes in cumulative voting List of candidates for election to the Board of Directors of 3

5 1. Saprykin D.P. 13. Sidorov V.V. 14. Slyusar Yu.B. 15. Chemezov S.V. 10. Election of the Audit Commission of 11. Approval of auditors of PJSC "Aeroflot" for On approval of a new version of the Articles of Association of To elect five members of the Audit Commission of from among the following candidates: 1. Belikov I.V. 4. Sorokin M.V.. Nikitina E.S. 5. Shipilov V.P. 3. Ubugunov S.I. 1. To approve the audit firm of HLB Vneshaudit, PJSC as the auditor of annual accounting (financial) statements of for 017 prepared in accordance with the RAS.. To approve the audit firm of JSC PricewaterhouseCoopers Audit as the auditor of consolidated financial statements of PJSC "Aeroflot" (Aeroflot Group) for 017 prepared in accordance with the IFRS To approve the Articles of Association of Public Joint Stock Company Aeroflot Russian Airlines (version No. 10). Three-quarters majority List of candidates for election to the Audit Commission of 13. On approval of a new version of the Regulations on the General Meeting of Shareholders of 14. On approval of a new version of the Regulations on the Board of Directors of. To approve the Regulations on the General Meeting of Shareholders of Public Joint Stock Company "Aeroflot - Russian Airlines" (version No. 6). To approve the Regulations on the Board of Directors of Public Joint Stock Company "Aeroflot - Russian Airlines" (version No. 8). 15. On approval of a new version of the Regulations on the Management Board of. To approve the Regulations on the Management Board of Public Joint Stock Company "Aeroflot - Russian Airlines" (version No. 5).

6 16. On interested party transactions of PJSC Aeroflot. The wording of the resolution regarding approval of transactions is set out in clause 16 of Voting Form No. 4 for voting at the annual general meeting of shareholders of of all shareholders not interested in the transaction 4